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Spotlight on Boards

Spotlight on Boards The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a major public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come … Continued

Editor’s Note: This article was authored by Martin Lipton of Wachtell, Lipton, Rosen & Katz.

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U.S. UPDATE – 2019 Checklist for Successful Acquisitions in the United States

Cross-Border M&A – 2019 Checklist for Successful Acquisitions in the United States M&A in 2018 began with a bang, with more than $350 billion of deals in January 2018 – a January level not seen since 2000 – and much chatter that M&A volume for the year could hit an all-time record. As it turned … Continued

Editors’ Note: This submission updates a checklist co-authored by Messrs. Emmerich and Panovka, members of XBMA’s Legal Roundtable, with their colleagues at Wachtell Lipton, Jodi J. Schwartz, Scott K. Charles, David A. Katz, Andrew J. Nussbaum, Ilene Knable Gotts, Mark Gordon, Joshua R. Cammaker, William Savitt, Andrea K. Wahlquist, Karessa L. Cain, T. Eiko Stange, Joshua M. Holmes, Eric M. Rosof, Gordon S. Moodie, Emil A. Kleinhaus, Edward J. Lee, Raaj S. Narayan and Matthew T. Carpenter.

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Dealing with Activist Hedge Funds and Other Activist Investors

Dealing with Activist Hedge Funds and Other Activist Investors Introduction Regardless of industry, size or performance, no company should consider itself immune from hedge fund activism. No company is too large, too popular, too new or too successful. Even companies that are respected industry leaders and have outperformed the market and their peers have come … Continued

Editors’ Note: This article was co-authored by Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Sabastian V. Niles of Wachtell, Lipton, Rosen & Katz.

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CHINESE UPDATE – Brief Commentary on the Foreign Investment Law

Brief Commentary on the Foreign Investment Law (Draft) Changes, Highlights and Expectation On December 26, 2018, the National People’s Congress published the Foreign Investment Law of the People’s Republic of China (Draft) (the “New Draft”) in order to solicit public opinion. The New Draft is a revised version of an earlier draft of the Foreign … Continued

Editors' Note: Contributed by Adam Li, a partner at JunHe and a member of XBMA’s Legal Roundtable.  Mr. Li is a leading expert in international mergers & acquisitions, capital markets and international financial transactions involving Chinese companies.  This article was authored by Mr. Zheng Yu, a partner at JunHe. Mr. Zheng has broad experience advising multinational companies on their business and investment projects in China, including complex foreign direct investments, cross-border M&A, dispute resolution (arbitration and litigation), corporate compliance, employment issues and tourism real estate projects in China.  Xiao Wang, an associate at JunHe, also contributed to the article.

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GLOBAL M&A Statistical Update – XBMA Annual Review for 2018

Executive Summary/Highlights: Global M&A volume in 2018 reached US$4.0 trillion, a level achieved only once before in the last decade (2015). 2018 was a notably strong year for cross-border M&A, despite escalating trade tensions and anti-globalist rhetoric. US$1.6 trillion (39%) of deals in 2018 were cross-border transactions, approximating recent highs in terms of both dollar … Continued

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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CHINESE UPDATE – Bond Market Enforcement to be Unified under the CSRC

Bond Market Enforcement to be Unified under the CSRC On December 3, 2018, the People’s Bank of China (the “PBOC”), the China Securities Regulatory Commission (the “CSRC”) and the National Development and Reform Commission (the “NDRC”), were authorized by the State Council to jointly issue their Opinions Concerning the Relevant Issues on Further Strengthening Law … Continued

Editors’ Note: Contributed by Adam Li, a partner at JunHe and a member of XBMA’s Legal Roundtable. Mr. Li is a leading expert in international mergers & acquisitions, capital markets and international financial transactions involving Chinese companies. This article was authored by Ms. Man Wu, counsel at JunHe. Ms. Wu has ample experience in drafting rules as well as the investigation and supervision of different entities, such as listed companies, securities companies and fund management companies. Ms. Wu also worked for the China Securities Regulatory Commission (CSRC) for 13 years before joining JunHe.

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U.S. UPDATE – SEC to Study Quarterly Reporting & Earnings Guidance and their Contribution to Short-Termism

SEC to Study Quarterly Reporting & Earnings Guidance and their Contribution to Short-Termism In a potentially significant step for public companies and the U.S. economy, the SEC today launched a formal comment process aimed at optimizing the periodic reporting system for U.S. companies. The SEC’s review is wide-ranging, reaching whether reforms could and should be … Continued

Editors’ Note: This article was authored by Sabastian V. Niles of Wachtell, Lipton, Rosen & Katz.

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Some Thoughts for Boards of Directors in 2019

Some Thoughts for Boards of Directors in 2019 By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Amanda S. Blackett and Kathleen C. Iannone December 14, 2018 In recent years, it has become increasingly evident that the activism-driven corporate world is relatively fragile and is proving to be unsustainable, particularly when viewed in the broader … Continued

Editor’s Note: This article was co-authored by Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Amanda S. Blackett and Kathleen C. Iannone of Wachtell, Lipton, Rosen & Katz.

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DUTCH UPDATE – Dutch cooling-off period in face of shareholder activism or hostile take-over

Dutch cooling-off period in face of shareholder activism or hostile take-over On December 7, 2018, the Dutch government published draft legislation aimed at promoting a careful decision-making process in case of shareholder activism or a hostile takeover. If enacted in its current form, the proposal would introduce a statutory cooling-off period of up to 250 … Continued

Editor’s Note: Leo Groothuis advises clients on public M&A and on a wide variety of other domestic and cross-border transactions, as well as take-over defenses and shareholder activism. Paul van der Bijl focuses on IPOs, follow-on offerings, public M&A, anti-takeover defenses, corporate governance and complex cross-border transactions.

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Spotlight on Boards

Spotlight on Boards The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent influence on board and company behavior. Today, boards are expected to: Oversee … Continued

Editor’s Note: This article was authored by Martin Lipton of Wachtell, Lipton, Rosen & Katz.

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